And The World Smiles With You
by Julia456
Summary: Crossover! Movieverse Spidey fights for his life against a hired gun... er, arm.
1. 1

Disclaimer haiku:  
Swingin' Spidey is  
All Marvel; Psycho is all  
Mattel. And so on.

Bonus disclaimer: This is SO not my fault. I mean, yes, I wrote it, and the plot is largely a product of my own twisted little imagination, but I would never, never, never have had the idea on my own, which means ultimate blame (and/or credit) must lie with my dear buddy Alhazred. He dared me to write this! I had no choice!

Notes: If you've never seen an episode of Max Steel, it's cool; you don't need to be drowning in Max continuity to understand this. However, you do need to be familiar with the first Spidey movie.

In addition to the madness of the central premise, I built this fic around one specific nostalgia-inspired scene. Therefore, the 80's nostalgia-love flies thick and fast. Be warned. Be afraid. Be on the lookout for references to movies and cartoons. :)

* * *

So, if he ignored the fact that his best friend wanted to kill his alter ego, and he could barely even talk to the girl of his dreams for her own protection, and he had the world's most abusive boss, and his aunt was struggling to make ends meet, and people shot at him (with bullets both literal and metaphorical) every day - ignoring all that, Peter Parker thought his life was going pretty good.

But then, it was hard to feel depressed when you were thirty stories up and swinging on a single thin line of organic goo that could, theoretically, snap at any time. No, that was no time to be depressed.

Spider-Man executed a flip and changed to a new webline - freefalling at least five stories as he did - to get a better angle on the corner he'd be turning in just a few seconds. A distinct lack of traffic was just one of the many perks of being a bonafide superhero, although sometimes he supposed he'd trade it for a nice 401(k) plan.

His ears were still ringing from the tirade he'd been given at the Daily Bugle, which was, sad to say, just the latest in a long, long, long line. J. Jonah Jameson, editor and the aforementioned abusive boss, had pronounced Peter's latest batch of Spidey photos "barely usable" - high praise indeed - and then tossed a file folder at him and barked, "There you go, kid."

Peter had leafed through the assignment folder with the trepidation of someone who knew there was an explosive device buried within. In it he'd found a press pass, a few sheets of typed paper that he didn't bother to read, and a clipping from the Bugle itself about some concert. "Sir?" he'd asked, already anticipating the response.

"You have a problem with getting an assignment, Parker? You have a problem with me giving you a chance to suck more money out of my paper?"

"Uh - no, sir," he'd stammered. "It's just that this isn't - uh, not my usual, uh..."

"Diversity," JJ had boomed, waving his cigar around like a flag. "It's no good to focus on just one thing. Someday Spider-Man's going to be old news, and so will you. You need to diversify, start taking other assignments."

"Okay," Peter had said, not quite sure about this wildly uncharacteristic helpfulness. "Uh - thank you."

"Don't stand around thanking me - go take some photos!"

Peter had not been surprised to learn from Betty, JJ's secretary, that the Bugle's other notable freelance photographer had refused the job. Eddie Brock had seniority, so he could do things like that and walk away to tell about it, whereas Peter was still hanging onto the bottom rung for dear life and didn't dare to even dream of refusing the boss.

He was just itching for another opportunity to web JJ's mouth shut.

The sun was edging towards the horizon and the glare flashed in Spider-Man's eyes for a second as he dropped down to a convenient rooftop and thence to an even more convenient alley. A quick-change back into civilian clothes - courtesy of the web-spun backpack he'd been schlepping around since leaving the Bugle - and then Peter emerged onto the street, looking as normal as normal could be.

He didn't entirely want to be going where he was going, which was to visit Harry. Harry had moved into his father's mansion after Norman's funeral; Peter, for his part, had gone back to live with Aunt May, who he felt needed his company more. And besides, putting on a costume and fighting crime was arguably something only a crazy person would do, but sharing an apartment with someone who had sworn to kill Spider-Man would have been a little too crazy.

But he couldn't completely abandon Harry, not without betraying all the principles of friendship that he had, so every chance he got, Peter made the trip uptown to drop in on his former roommate. At least Harry had gotten a little less weird about life when he found out Peter wasn't dating Mary Jane.

Today, after being waved through security and riding up the endlessly boring elevator - not nearly as much fun as scaling the building would've been - Peter found himself wandering around an apparently empty house. Not even the butler was around.

"Harry?" he called out, shutting the door behind him.

It had been a huge, creepy place when Norman Osborn had lived there, what with the heavy, dark wood and the collection of exotic masks, and Harry hadn't done anything to make it less so. In fact, he'd added to the general haunted-house feel by keeping most of the drapes shut all day. Peter had no desire to be there by himself, and not only because he'd once carried a dead man into one of the rooms.

But Harry appeared on the second-floor landing, phone tucked under one ear and gesturing for Peter to come up.

Peter made sure his Spidey costume wasn't showing and headed up the stairs, into the room that had been Norman Osborn's home office and was now Harry's.

"-don't care if it's his head on a pike," Harry was saying to whoever was on the phone. "You have until Friday to get some results."

Peter raised his eyebrows to say, "What's up?"

Harry rolled his eyes and mouthed 'business' before returning to the phone conversation with a frown that made him look a lot like his father. "No, Friday. The deadline is not negotiatable. If you're getting paid by the day, I want it done in under a week. Are we clear?"

Running what was left of Oscorp had more or less consumed Harry's life. It was another reason that Peter didn't really enjoy these visits; the phone was always ringing and faxes were always coming in, to say nothing of the barrage of emails and other correspondence. Harry joked that he needed another secretary but couldn't afford one.

Peter thought the resemblance to Norman Osborn was starting to go a lot further than the frowns.

The phone call ended and Harry hung up with a melodramatic sigh. "I hate outside contracts. Oh, don't get comfortable - I've got a meeting in about five minutes."

"Gee, you could've told me before I hiked all the way out here," Peter said, genuinely annoyed beneath his joking tone.

"Sorry. What's that?" Harry asked, pointing at him with no air of remorse whatsoever.

It took Peter a heart-stopping moment to figure out what Harry was talking about, and then he realized it was the file folder sticking out of his jacket, and not a stray patch of webbed red cloth. "Oh. My next assignment." He pulled it out and handed it to Harry. "Jameson says I need to 'diversify.' In other words, the rest of the good photographers turned it down."

Harry nodded, flipping through the folder with superficial interest. "Hey, this is the concert Oscorp is sponsoring."

Now that was news to Peter, but somehow, he wasn't too surprised. His life had a way of twisting back and around on itself. "Yeah?"

"Yeah. That's who I'm meeting, one of the other sponsors. The PR guys kept saying we needed something else now that the World Unity Festival is kaput, so I figured, what the hell, it's for a good cause." Harry shrugged and handed the folder back to Peter, who knew that the Festival had been forever banned from the good city of New York because Harry's father had blown up several important sections of the surrounding buildings. Harry knew it too - just not the part about his father being involved.

The phone rang, forestalling any response Peter might have made, and Harry picked it up with another sigh. After a few seconds, he said, "Uh-huh. Send her up." He'd no sooner hung up on that one than the phone rang again.

Somewhat gratefully, Peter took that as his cue to leave and started for the stairs, giving Harry a brief farewell wave. A blonde woman in a business suit was getting off the elevator as he got on; the co-sponsor, no doubt. She flashed him a smile that was almost as bright as the gleaming red stars dangling from her ears.

And then he was riding back down, leaving the depressing, gloom-stricken Osborn mansion behind and wondering what Aunt May was making for dinner.


	2. 2

A few hours later, having snuck out of the house when Aunt May went to sleep, Spider-Man was wrapping up a cursory tour of the nighttime cityscape - a nasty place, that, when the crooks were out and about, which they (flatteringly) tended not to be so much when they knew there was a friendly neighborhood Spider-Man webbing around.

He usually didn't have to do a lot, which was nice, but those irregular hours of superhero-ing were one of the reasons he clung to a freelance job, and he sort of wanted some late-night justification for putting up with JJ. This particular night was shaping up to be a little boring, even. No crazed mega-villains or bank robbers or jewel thieves or gang scariness; just a few  
muggings and one guy near a subway entrance who was waving a knife around and screaming about robots and computers taking over the world. Disappointing for someone who got a huge kick out of saving the day. Or night.

Spidey sighed and resigned himself to a full nights' sleep. Face it, Pete, he told himself, you should just leave the night stuff to Batman.

He changed weblines and angled higher, swooping up into the thick, light-studded New York night with nothing more on his mind than where he was going to anchor the next line.

So, of course, fate picked that precise moment to send something bad his way, in the form of a laser that nearly took his arm off at the elbow. Without the last-second buzz from his spider-sense and the corresponding instinctual jerk backwards, there would've been nothing "nearly" about it.

The first laser was followed up by several more in quick succession, and Spidey abandoned his line altogether, torn between getting the heck out of there and finding out who was trying to kill him now. With a laser, no less.

Running away wasn't very superheroic, he decided, so he swung around and headed towards the source of the shots. Lasers. Geez louise - a guy wearing a goblin mask and chucking pumpkin-shaped bombs wasn't far-out enough, so now fate was sending guys with scientifically impossible weapons at him?

Whoever it was stopped firing as he approached and turned, apparently fleeing. Spidey landed on a bulky AC unit, stuck one hand out and sent a stream of webbing at the moving figure, waited until it had connected, and jerked. Hard.

The gunman flew backwards, smacking into the machine beneath Spidey's feet, and Spidey wasted no time in webbing him good.

"Hello to you too, sunshine," he said, resting in a crouch and peering down at the would-be killer. "Tag, you're it!"

The gunman growled and twisted to look upwards. Spidey took the opportunity to check out his latest adversary. The guy wasn't winning any beauty pageants - the chunky, heavy-jawed face, receding blond hair, and general thuggish appearance would get him disqualified for sure. Overall, he fell rather neatly into the category of "second-rate criminal."

One of his arms, though, looked like it was made of metal - or at least wrapped in it - and along with the little detail of the laser, that kept Spidey wary.

"Great, another joker," the gunman said, narrowing his eyes.

"Joker? Wrong city if you're looking for him." Spidey jerked a thumb over his shoulder. "Gotham's a few miles thataway."

The gunman scowled. "You're even less funny than Max."

Spidey straightened at the insult. "Hey, I resent that! Whoever Max is. Your boyfriend, maybe?"

That was met by another growl and a series of popping sounds that Spidey recognized as his webs tearing. His spider-sense told him that now would be a really good time to move. So he did.

And not a second too soon, as the gunman stood up and ripped the webbing apart in one swift, ungraceful movement, then turned around and punched the AC unit hard enough to crumple it. Spidey's foot had barely left the machine at that point, and his balance going into the leap suffered. He made an ungraceful movement himself, but managed to land right-side up on the rooftop.

He jumped back a few yards, putting more distance between them. Anyone that strong was someone to stay away from.

"I hate comedians," the gunman informed him, picking shreds of web from his metal arm. Speaking of gunmen, Spidey wondered, where's that laser? Lasers, even scientifically impossible ones, didn't just get up and walk away.

He didn't see it anywhere on the rooftop, which wasn't necessarily strange; the guy had been running away and could've ditched it somewhere. And Spidey didn't know what a portable laser should look like, since the things didn't exist. "Even Bill Cosby? I thought everyone loved Bill Cosby. He sells Jell-O, for crying out loud!"

The gunman made a quick, jerking movement, as though he was shrugging his shoulders, and the bulk of the metal arm suddenly separated into two halves and flipped down to become a large pincer-claw. The length of his arm was effectively extended by a good two feet. Not to mention that it was one of the most surreal sights Spider-Man had seen in, oh, weeks. At the very least.

"Okay, now you're just freaking me out," Spidey told him. "Mister...?"

The man grinned a predatory grin, showing a nice set of white teeth. "Psycho."

Spidey raised an eyebrow - the effect of which was sadly lost behind his mask. So just to make sure he and the guy were all on the same page, he coughed and said, " 'Psycho.' Right. Paging Norman Bates..."

"You," Psycho said, whipping the claw up with a whir of servos, "talk too freakin' much."

"Or maybe you don't talk enough. Ever think of that?"

"Whatever. All I know is killing you is gonna be fun." And with that he charged, the claw-arm leading.

Spidey waited, then lashed out with both feet at precisely the right moment and nailed Psycho square in the chest; he didn't go flying, but he did stumble backwards, his thuggish face registering surprise before he hit the low brick wall that bordered the roof and tumbled over it.

Spidey jumped after him, coming to rest on the wall and aiming two weblines down blindly in a desperate bid to catch the the falling person. Villain or not, he didn't deserve to die. Not even the Green Goblin had deserved to die.

But the webs zipped down into empty air.

Psycho was gone.

Spider-Man checked the street and, briefly, the buildings, but couldn't see anywhere that Psycho might've vanished to.

"Weird," Spidey muttered, scanned the area one last time, then shrugged and went on his way. He was tempted to say "good riddance to dumb rubbish" and just write off the whole thing - but he had the sneaking suspicion that it wasn't really going to be that easy.

He swung on, imagining lasers trained on his back.


	3. 3

The next day saw Spider-Man foil a bank robbery in midtown and Peter Parker hand a dozen superb photos to JJ, who called them garbage and immediately announced that the Bugle's next banner headline would say, "SPIDER-MAN - VIGILANTE, MENACE, BANK ROBBER!" Peter was also told that he'd better not forget about the generous assignment he'd been given, or there would be serious consequences and repercussions, including a major slash in pay. He gritted his teeth and took his paycheck while he could.

He didn't have anything better to do, so he decided to swing uptown and be depressed with Harry for a while - it was always fun, hanging out with friends. On the way, he took a detour and followed Mary Jane from her job at the diner to her apartment.

Even from twenty stories up, she was beautiful. He followed her, bouncing and climbing from roof to roof and sometimes swinging between the big gaps. Sometimes he got ahead of her, sometimes he misjudged the climbing time and fell behind her, but he never, ever, lost sight of her among the crowds. Next to MJ, the rest of New York was just shades of gray - boring and hardly noticeable. He stayed with her until she went inside her apartment building, and then sighed and returned to his original path.

Oh yeah, he was a good friend, Spidey thought, a little sourly, as he webbed onwards. He made sure Harry wasn't sliding into homicidal mania, and he made sure MJ got home safe. Meanwhile, he didn't want to spend more than two minutes with Harry and he couldn't tell MJ how much he wanted to spend the rest of his life with her. It was enough to make a guy go crazy.

His spider-sense hummed its familiar song of warning, and he glanced down at the passing rooftops to see the missing and un-missed gunman standing on a fire escape, staring up at Spidey with an expressionless face.

"Speaking of going psycho..." Spidey said to himself, and winced at his own bad pun. Well. This certainly beared investigating. He didn't feel like changing lines, so he swung around, kicked off a building's side, and came back the way he'd come, landing with expert grace on the rooftop Psycho was occupying.

"We've got to stop meeting like this," he told Psycho. "People will talk!"

"You got a lucky shot last time, spider," Psycho said, apparently choosing to ignore him in favor of being menacing. He raised his metal arm, displaying a gun. "Now it's my turn."

Spidey didn't wait for the shot, but jumped and kicked out, hoping to knock the gun from his hand. The kick connected, and Psycho went tumbling over the side of the fire escape into the alley below, but the gun stayed firmly clenched in those silver fingers.

"Hey, what gives?" Spidey asked no one in particular, frowning beneath his mask. The hit was solid - the gun should've been out of the park. He climbed halfway down the wall and leapt to the ground, watching with his arms crossed over his chest as Psycho struggled to rise from a pile of trash and trash cans. "Well, you're tough, I'll give you that."

"Who cares what you think? You're just a little bug." The effectiveness of the insult was somewhat foiled by the fact that Psycho was still flailing about in the trash.

"Hey, pal," Spidey said loudly, offended, "spiders are arachnids, not insects. Flunk out of Bio?"

"Never took it," he said, finally getting to his feet and immediately raising the gun again.

Spidey dodged the lasers, fired a line at the metal arm, snagged it, pulled it hard, and jumped. Psycho hit the filthy asphalt just as Spidey landed squarely on Psycho's gun, now stretched out on the ground, and heard a very satisfying cracking noise.

"Betcha never took Physics, either," Spidey said, shamelessly invading Psycho's personal space and sticking his face right in the other man's.

Psycho growled and kicked him off, then flipped backwards and landed in a fighting stance.

Spidey, meanwhile, had recovered his own footing. Now he tilted his head and said, "Wait, let me guess - you were bored, so you thought you'd try some kung fu."

Instead of charging, Psycho stepped out of his stance and looked mad. "You know, I'm not getting paid enough to listen to your big, flappin' mouth."

" 'Big mouth'? 'Big mouth'? You've got a tire iron wedged between your incisors" - he pointed at Psycho's abnormally large jaw - "and you're saying I have a big mouth?"

"It was a metaphorical insult," Psycho said, scowling. He scowled quite well, Spidey noticed.

"Ooo, big word," Spidey said. "Be careful you don't blow a servo."

"At least I'm not running around in tights. Or is that your underwear?"

"Whoa, whoa, no dissing the superhero," Spidey exclaimed, not really bothered; he'd heard worse before. But form had to be kept, so he stuck out one hand and sent a big, gooey blast of web right at Psycho's leering face, the better to shut his mouth.

But instead of the usual futile-grabbing-while-trying-to-complain maneuver that most of his victims went through, Psycho simply reached up, hooked his fingers into the mass of web, and pulled.

His face came off.

There was no blood, no fuss, no nothing - just a flesh-colored mask of a face falling through the air and hitting the cement with hardly a sound.

Spider-Man looked at the face, then at Psycho, then at the face, and then back at Psycho. His newly-revealed countenance resembled nothing more than a silver metal skull, complete with a permanent, oversize grin and glowing red eyes. He looked like the Terminator's dentist's worst nightmare.

"Well," Spidey said after a long moment, finding words at last, "that's a little different."

"What, no wisecracks? I'm disappointed," Psycho said with audible sarcasm, hissing the words a little.

"I'm sorry, was I supposed to be funny?" Spidey retorted, involuntarily glancing at the webbed face on the ground and feeling just a little sick to his stomach. Okay, so it wasn't real, but it was still creepy as hell. "Gee, I must've forgot in all the excitement of seeing someone pull their face off."

"Max reacted better," Psycho informed him.

Psycho was having entirely too much fun with this. Spidey decided that, regardless of the mild queasiness, it was time to take the guy down a peg or five, and said, "Well, he's your boyfriend, so I'd hope so."

Psycho stiffened, visibly incensed. "He's my archnemesis!"

"Oh, that's sad. Have you considered counseling?"

"You're dead, bug!" Psycho said, shifting into a new stance and tensing to lunge.

Spidey didn't wait for him to make up his mind to attack, and closed the distance between them in a single jump. "Promises, promises."

But one that Psycho intended to fulfill, he saw quickly. Psycho moved fast - not as fast as a human spider, but fast enough to get out of the way of his strikes, and to keep the ol' spider-sense constantly screaming. And Psycho was actually quite good at kung fu, or whatever form of martial arts he was practicing. Spidey found himself unable to get a good hit on the guy, while perilously close to taking a metal fist to his jaw more than once.

And that simply wouldn't do.

Fortunately, Spider-Man had more than just super-strength, speed, agility, and sticky feet at his disposal. He also had a quick mind and a quicker mouth. Both of which could run circles around a B-grade baddie like Psycho. Besides, he'd noticed something that he just had to exploit.

"You're what, thirty?" Spidey asked, dodging another kick and trading it for one of his own. "I bet you were an aggressive kid - watched a lot of action cartoons. Probably cheered for the bad guys, right?"

Psycho snorted and swung at his head; Spidey ducked just in time. "This is the lamest excuse for witty banter I've ever seen. You got a punch line or what?"

He forestalled a witty-banter-type comment about punches and went on with his original line of attack. "Well, see, I've been thinking to myself - 'Spidey,' I've been thinking, 'why does this schmuck look so familiar?' And then it hit me - you look just like Trapjaw."

That actually stopped Psycho cold. He looked at Spidey with an expression that, had he still had a face, would have been puzzled. "Who?"

"You know, Trapjaw," Spidey said, delighted with this turn of events. "One of Skeletor's flunkies. Come on - the arm, the industrial-grade smile - you're a total Trapjaw wannabe!"

Psycho growled and lunged at him.

Spidey leapt backwards easily, sticking to a wall with one hand and foot. "Oh, all right, we'll call you 'Trapjaw Jr.' "

Psycho punched the wall, sending mortar and brick chips everywhere, and Spidey jumped again, this time landing on a trash can. "No? How about 'Trapjaw's Revenge' ?"

An incoherent sound of pure annoyance was followed by a charge at the trash can. Just for variety, Spidey webbed away, swinging over Psycho's head and landing on the ground behind him. "Okay, okay - 'Trapjaw II, the Sequel'! But I should warn you that sequels are never-"

The rest of the sentence was lost as Psycho caught him full in the chest with a punch from that metal arm. Spidey hit the cement, and just as quickly jumped up to his feet again, shaking his head to clear it. Under his breath, he murmured, "Then again, what do I know?"

Psycho flipped the claw out and snapped it a few times. "Please... call me Smiley."

Spider-Man decided to mix up his humor a little, and throw in some "patronizing" along with the "smartass." Too much routine was boring. "Smiley? Awww, did you think of that all by yourself?"

"Don't you ever SHUT UP?" he roared, exasperation and frustration blazing from every syllable.

Aaaaaaand it was back to "smartass." Spidey grinned, even though Psycho couldn't see it, and said, "Not my style, Trapjaw McGraw."

Psycho's eyes glowed brilliant red - a shade that, Spidey noted, might best be described as "murderous crimson." Too bad Prismacolor never asked superheroes for color names. He had a few good ones stored up: "panic green," "web gray," "upside-down-for-too-long purple"...

But before anything (assuredly bad, and probably very messy) could happen, a siren whooped and the alley was splashed with red-and-blue light. Spidey looked over his shoulder and saw some of New York's Finest scrambling to reach them. One of them shouted, "You in the alley - freeze!"

And people said the cops were never there when you needed them.

Psycho, obviously intent on being a living villain cliche, snarled, "This isn't over!" and ran down the alley, away from the police.

Spidey didn't wait to see what became of the gunman, but decided a judicious fleeing-of-the-scene was warranted and quickly webbed out of range himself. He didn't have time to play the "I'm a good guy, you're good guys, let's not arrest me," game today.

After all, he had places to go and friends to depress.


	4. 4

It was a bruised and battered Peter Parker that entered Harry's mansion. One of the nicer side effects of having the genetic gifts of a spider was that he healed with astonishing speed; his wounds from the final confrontation with the Green Goblin had vanished by the time of the funeral. However, not even spider-blood could erase the twinges of a serious fight in just a few minutes, so he was moving a little stiffly.

He'd remembered to check for cuts and scrapes. No reason to repeat the past.

Harry met him almost before he'd entered. "Hey, Pete."

"Hey, Harry," he said, giving him a slightly surprised look. This - the meeting him at the door thing - was different. Against his better wishes, Peter was instantly suspicious.

Harry asked about Aunt May, and the Bugle, and Peter answered all of the small-talk questions with a growing sense that the axe was going to be falling any second now.

Finally, Harry finished making conversation and, deadly serious, asked, "Pete, you take his picture all the time, right? Where does he go? Does he keep a schedule, or...?"

Oh. That. Again.

"Harry, I told you," he said, trying to be patient and not entirely succeeding. "I'm not going to help you on this until I see proof."

"You don't believe me," Harry said. He was more resigned than bitter, but the bitterness was there too.

"No, it's not- I believe that you saw what you saw. I'm just saying, maybe what you saw isn't the whole story. I mean, Spider-Man has never killed anyone. Anyone else," he tacked on hastily, to forestall Harry's complaint. "And you're right, I do follow the guy around, and I do know him, a little" - white lies were okay, white lies were okay - "so maybe I do have a biased opinion. But I don't think he's a killer. Do you believe me?"

Harry sighed. "Pete - it's just, you're not really good with people."

That was true.

"And you're not always a good judge of character."

That was also true. After all, Peter had thought Norman Osborn was a guy to look up to.

"So I guess... the answer is no, I don't."

Now Peter sighed. He hadn't really expected anything else - they'd had this conversation a few times already, and the end result was always the same: Harry hated Spider-Man. Still, it would be nice if one of his only friends in the universe would stop trying to get him to help kill himself.

"Sorry," Harry added. "You want to do something? Pool or something? I bought a pinball game."

Peter, irritated enough to be deep into sarcasm mode, almost said, "How about we throw darts at a picture of Spider-Man?" but stopped himself just in time. "No, that's okay. Actually, I have somewhere to be."

"Oh yeah? Assignment or what?"

White lies, he reminded himself, were okay. "No, just an errand for Aunt May. Are you going to the concert on Friday?"

Harry rolled his eyes. "I wish. I've got a delegation of negotiators coming in from France, of all places. They want to use Oscorp's patents for their own projects, and right now I'm thinking..."

"Uh - errand," Peter cut in, fearful of the prospect of listening to Harry discuss boring, confusing business stuff, which always had the potential to veer into a "I wouldn't be in this situation if Spider-Man hadn't killed my father" direction. "Gotta go."

Harry looked a little forlorn, but said, "Right. See you."

Peter let himself out of the building. He hated lying - to everyone, but especially to Harry, who was caught up squarely in the middle of the mess and didn't even know it. Telling him the truth might've cost Peter a friend, but he was willing to do it, just to get the burden off of his soul. But Norman - Norman had asked him not to with his dying breath... and Harry idolized his father, and if he took that away, there wouldn't even be good memories left.

It hurt so much to loose your father. Loosing a father twice would kill the strongest person, and Peter had serious doubts about Harry's strength.

Peter couldn't stand it. He walked for all of half a block before ditching the civilian identity in the first alleyway he found and swinging on.

He wasn't going anywhere. He wasn't looking for crimes to stop. He just swung. It helped to clear his head, he'd discovered; there was an odd sort of Zen to be found in slinging webs.

He swung until sunset, when he stopped. Aunt May would be expecting him soon, but he could beg off with the same kind of excuses he'd used on Harry. Freelance photography and frail-seeming widowed aunts were great for excuses. Right now, in this precious space of time where no one was trying to kill him and no one needed him, Spider-Man just wanted to sit and watch the city.

Spidey found a good perch on an old building's decorative ledge, surrounded by weathered stone gargoyles. From the street, no one would notice him among the other crouching figures.

"It just doesn't make sense," he said after a minute, surprising himself. "I haven't done anything except try to save the world. Why would Psycho try to kill me? If it's nothing personal, if it's business, then who's he doing business with? Jolly Jonah's too cheap to hire anyone. Maybe I need to stop going through Hell's Kitchen, leave that neighborhood up to that other guy, what's-his-face, with the horns. Last thing I need is organized crime breathing down my neck."

He glanced to his side, where one of the gargoyles was staring back with a frozen stone scream.

"Hey, why am I telling you this? You're a statue. How deranged is that?"

The gargoyle stared.

As far as gargoyles went, it wasn't that nasty looking. Spidey tilted his head and considered it. It would be nice to have someone to talk to - and, bonus, the statue couldn't talk back. "Hmmm. I'll call you 'Bruce'. "

Bruce didn't even say goodbye when he webbed off.


	5. 5

The next few days were quiet, Psycho-wise, which was mostly because Spidey was keeping a noticibly low superhero profile. He had an assignment, and God save him if he died before JJ got what he wanted.

The concert was in Central Park, and it was a good thing, because the crowd was huge. Peter Parker had shown up a full two hours before the event, press pass in hand, and had to fight his way through a sea of early attendees, most of whom were already giddy with excitement. He'd come to the swift realization that in order to get just the right angle - for the kind of exclusive, mind-blowing, awe-inspiring photos that no one else would ever get, the kind of photos any newspaper would kill to print, the kind of photos JJ would call "mediocre crap" - he was going to have to do things only a spider could.

So Peter discreetly left the concert, and an hour later, after the sun had gone down and the artificial lights had gone up and hiding at the top of one of the towering floodlights became easy, Spider-Man showed up with his camera.

Now, he was perched in relative comfort, taking pictures and blessing the paycheck that had purchased his new telephoto lens, even if it was hell to properly focus through his mask's eyes. The first few acts had been largely forgettable, but the featured band - some all-girl group he vaguely remembered - was actually pretty good. They scored points with him for holding true to their '80s pop roots as far as wardrobe and stage design went. The audience sure loved them; he could barely hear the music over all the screams.

And he had to admit they did a very credible rendition of the Moody Blues' "I'm Just A Singer (In A Rock and Roll Band)".

Spidey got a few more pictures of the band as they launched into a song involving the phrase "Who is he kissing?" repeated several dozen times. Then he swung his camera around, looking for a good shot of the crowd, which appeared to be grooving right along en masse.

But not all of them. A scuffle near the base of his floodlight caught his eye, and he aimed the lens down on the theory that concert riots were always newsworthy.

"-excuse you, freak," a scornful voice said, somehow surviving the screams and the speakers long enough to drift up to Spidey.

"Oh, sorry," another voice hissed, with far more threat than the first one had been able to muster, "I wasn't watching where you were going!"

Spidey lowered his camera quickly, setting it to automatic and webbing it securely to the floodlight even as the scuffle below erupted into something nastier - namely, the jerk getting flung several dozen feet by none other than Spidey's newest playmate, who was going sans mask tonight. The hapless guy crashed into a bank of speakers, knocking them over and sending a loud feedback squeal throughout the rest of the audio system.

The band stopped playing, looking over at the toppled speakers with confusion. So did most of the crowd; a fearful murmur ran through the packed mass like a wave, rippling out from the point of origin.

The concert, Spidey realized with a tinge of regret, was effectively finito.

Mindful of potential camera damage, Spidey bounced to another floodlight before he called out, "Hey, Psycho - nice to see your smiling face again!"

Psycho, caught in mid-advance toward the toppled speakers, whirled and looked for him. Spidey waved to help him out. "Spider-Man!" he snarled, red eyes glowing. "Too bad you're already here. I was looking forward to causing some mass destruction."

Spidey hadn't moved yet, mostly because Psycho hadn't, and he wasn't getting suckered into approaching the guy again. He propped his chin on one hand and said, "Hmm... good delivery, bad line. Do all of you people use cliches, or is that a New York speciality?"

"Who said I was from New York?"

"You've got the attitude, and you sure look like you've been hanging out in the sewers with the radioactive ooze."

"Okay, that's it," Psycho said, pointing up at Spidey with his normal hand. "I'm turning you into spider paste!"

"Many have tried, chief, many have tried." He tried to say it with the indifferent air of a seasoned superhero, instead of the (relative) rookie he was, and judged himself to be only halfway successful.

But it was apparently all the goading Psycho needed, because he growled and charged at the the floodlight, sending panicked concert-goers fleeing out of his path.

Spidey waited until he was almost to the floodlight, then pushed off and executed a very nice flip that took him one floodlight closer to the stage - the stage being the area with the least number of bystanders.

"Stay still!" Psycho snarled.

"So how's Skeletor treating you guys?" Spidey asked, conversationally. " 'Supervillain lackey' - does that come with good dental? Because, you know, I've been thinking - this 'fighting crime, trying to save the world' thing is all well and good, but a little moonlighting never hurt."

Psycho flipped his claw out and snapped it a few times. That sent the crowd into full-blown terror, and all of a sudden the concert grounds got a lot emptier. "I'll make something hurt, don't worry."

"Hey, that's right - of course it comes with good dental. You're living proof, huh?"

"You better be glad I don't have a gun," Psycho told him, snapping the claw in his direction.

"Promises, promises," Spidey said, and flipped to the next light, which was actually the bank of lights hanging above the stage. He glanced down; the lead singer, pink hair neon-bright under all of the lights, was the only one left on the stage. As he was looking, a man with dark hair came running from the wings and grabbed her, pulling her towards a relatively safer spot.

Celebrities. Give them a microphone and they thought they were invincible.

He shifted his attention to the edge of the stage, where Psycho was hauling himself up. For a moment, the gunman's attention was on the logistics of climbing, and that looked like a pretty good time to do something.

"Geronimo," Spidey said to himself, fired a webline, and swung down at just the perfect angle to knock Psycho halfway across the stage.

Unfortunately, Psycho got right back on his feet and calmly made his way over to Spidey, saying, "Is that all you can do, bug boy? Throw sucker punches?"

"Well, you know, it was working for me, so yeah," Spidey said, and ducked a punch. "But I guess that train has sailed."

"You bet it has!" Psycho said, evidently missing the mixed metaphor completely. He did not, however, miss a second later when he swung the claw at Spidey's side, and the impact was jarring, to say the least.

Spidey was thrown to the stage and slid several feet on his shoulder, meaning that now both sides of his body hurt. Psycho wasted no time pursuing the opening, running at Spidey with the claw out and snapping. Spidey kicked out with one foot and caught the claw, which went flying - as did the thug attached to it.

Spidey got his feet under him again and sprang backwards, gaining a little breathing space even as Psycho came back for more. 'Psycho' is frickin' right, he thought sourly. Strung-out crackheads give up faster than this. "You know, you remind me of a line: 'One may smile-' "

" ' -and smile, and be a villain'," Psycho finished for him. "Yeah, yeah."

"I'm shocked," Spidey said, pressing one hand to his chest in melodramatic fashion. "You know Shakespeare?"

"Come on. How could I not know that one?"

And then it was back to fighting. Spidey was careful not to underestimate the guy's speed and agility this time, but it was still difficult to score a good hit. Psycho wasn't the sharpest cyborg in the drawer, but he was talented at what he did, and he clearly had more experience than Spider-Man did. After all, Spidey had only one knock-down, drag-out fight with an equal opponent to his name, and then he'd been much more strongly motivated to win. Psycho could kill him, but the Goblin would've killed MJ, and Aunt May, and God knew who else.

But Spidey wasn't exactly thinking that today was a really good day to die, so he didn't plan on rolling over and giving up.

He blocked a particularly savage strike at his face, another at his torso, and somehow, somehow, completely missed the one coming at his knees. In a fraction of a second, his legs were knocked out from under him, and he got the gut-wrenching, sinking feeling that he'd just blown it big time. The feeling was not helped when Psycho's claw suddenly clamped around his neck and lifted him off his feet altogether.

Psycho slammed him into a steel support column, servos whirring, and, a little too happy for Spidey's taste, said, "And when I woke up this morning, I thought it was gonna be a slow day."

Spidey strained against the arm, to no avail. He was afraid he knew where this was going and tried to stall with, "What do you have against me anyway?"

"Me? I don't have anything against you. At least I didn't before you started shooting your mouth off," Psycho said, grinding out the last sentence in true annoyance. He punched Spidey in the stomach - a good, solid, spiteful blow that did nothing to help Spidey feel more comfortable in his current position. "All I know is, someone's paying me a whole lot of money to bring 'em your head on a pike."

"Go, capitalism," Spidey got out. His mind, despite everything, got stuck on the phrase "head on a pike." He'd heard that recently, but where...

_I don't care if it's his head on a pike. You have until Friday to get some results._

Harry. All the pieces fell together and made a picture horrifying in its clarity. Harry had hired Psycho to kill him.

I hate outside contracts.

Spidey felt like he'd been punched in the stomach - again. This was not unexpected, but that hardly made the bitter taste in his mouth go away. Why, he wondered, why was he always so surprised when an Osborn tried to turn him into a gooey red spatter? Because Norman had been a surrogate father? Because Harry was his friend?

Harry was Peter's friend. He didn't know Peter and Spider-Man were two sides of the same web. He didn't know the guy he hung out with was also the guy his father had died trying to destroy. Ergo, he had no problem calling out an assassin.

"- and I always meet the demands of the highest bidder," Psycho was saying, clearly relishing his moment of triumph. "So say goodnight, gracie."

Spidey, however, didn't get a chance to say anything, because the claw tightened further. All of a sudden the world narrowed down to a single focus: the unbreakable band constricting around his throat, crushing, cutting off his air, cutting off his blood supply... His pulse pounded in his ears, a rushing, roaring noise that began to dim - along with the bright glint of the metal, and the glow of Psycho's eyes. Stars exploded, blotting out everything in random color before black fuzzed at  
the edges of his vision.

All this time, he was fighting - desperately scrabbling for a handhold, a grip, any little advantage that he could use to save himself. But not even his strength could pry the claw loose.

And then, just as Spider-Man was consigning his soul to Whoever watched after stupid teenagers trying to be comic-book superheroes, a brilliant light enveloped him.

The pressure at his throat abruptly vanished. Spidey dropped to the stage and sucked in sweet, sweet air. Nevermind that it hurt his throat, and it was the same polluted stuff he gagged on daily - it was the best lungful of air he'd had in a long, long time.

"Spider-Man!" someone called out; a woman's voice, high and melodic. "Now's your chance!"

Spidey looked up (a little too fast, because his vision swam) and saw Psycho staggering around, hands over his eyes.

"What the hell was that?" Psycho shouted, angry. With his hands over his eyes.

Spidey agreed with the woman: this was his chance. So he forced his poor, abused body to get off the floor and charged Psycho in an inelegant display of strength that nonetheless knocked Psycho off the stage altogether. "The power of prayer, Gracie!"

Psycho hit the ground and smacked into some of the barricades that surrounded the stage. Spidey winced; the metal-on-metal screech was almost worse than getting choked to death. But he wasted no time jumping down after him and kicking the living daylights out of him.

There was a time for finesse and wit, and there was a time for beating people to a pulp with blunt objects. Spidey felt that this particular moment fell in the latter category.

He was not - he was NOT - letting Psycho up to fight again.

But a metal hand clamped around his ankle and threatened to both pull him off balance and pulverize the joint. The balance won first, and Spidey tumbled.

"Are we having fun yet?" Psycho rasped out, dragging himself to his feet.

"A million laughs a minute," Spidey said from the ground - his own voice was a little on the hoarse side - and fired two streams of webbing right at Psycho's face.

The gray-white mass stuck to metal. There was no pulling off a face this time. And while Psycho got busy trying to tear away the thick, gluey blindfold, Spidey launched himself off the ground feet-first and aimed those feet right at the hitman's big, pearly-white, omnipresent smile.

It was like kicking a steel-reinforced cement wall. Spidey felt it all the way through his bones, and in his injured throat, and in his still-pounding head.

He heard something snap, feared it was his leg, then feared it was Psycho's neck, and then realized it was a row of oversized teeth splintering.

Spidey backflipped off the kick and stuck to the stage supports just as Psycho hit the ground. And finally, FINALLY... he stayed down.

One of the cracked teeth broke off and fell to the dirt with an inaudible thump.

"Yeah," Spidey said, breathless but triumphant. "Who's smiling now?"

He slumped back against the stage supports, noticing for the first time that what was left of the crowd was cheering madly for him. He also noticed that the police were hanging back - out of respect or fear, it didn't matter - and nodded at them, gesturing for them to do what they would with Psycho.

And then he webbed away, snagging his camera in one pass and swinging like he was hell-bent on getting out of there... but then dropped behind the stage's background and found a nice, quiet truck to lean up against. From this spot, he had a fairly unobstructed view of the police, but from the lack of clamor from his spider-sense, he doubted they could see him.

"That was some show," a woman said nearby, the same one who'd called out to him earlier, and Spidey looked up, managing a tired wave. He wasn't entirely surprised to see that the woman was the lead singer, fluffy cloud of pink hair and spangly '80s outfit included.

"Anything for charity," he said, coughing.

The cops, moving at top speed, got Psycho restrained and shoved him into the back of a truck. Five SWAT guys climbed in with the unconscious thug and the doors were slammed shut.

Spidey mentally heaved a sigh of relief. Glad THAT'S over. It really wasn't, of course; he still had to deal with the repercussions of knowing Harry was behind the attack. But the physical, fighting-for-your-life part was done, and he was inclined to be grateful.

Closer at hand, the rest of the band appeared behind the singer, exclaiming over the fight and blocking out the glare from some of the stage lights.

Which reminds me... Spidey thought, turning so he could look at them all. "You ladies wouldn't happen to know what happened back there, would you? With the bright light of my dreams?"

The lead singer glanced at the others, who all started giggling. "It was... one of our special effects. We hoped it would distract him, and thankfully, it did."

"Yeah, he wasn't ready for showtime!" one of them added, eyes dancing. She had red hair, but the color clearly came from a bottle, unlike MJ's hair.

For some reason, the statement earned the redhead an elbow in the ribs from one of the others. Spidey shook his head, feeling twinges of pain from his neck, and decided not to worry about it. "Well, this is a little weird for me, you know, not usually being the person saved - but thanks."

"Anytime," the lead singer said, smiling a wide, gentle smile. Red star earrings flashed amidst all the pink hair, sparking a memory of another woman with a nice smile, and he thought that maybe, just maybe, he wasn't the only person backstage that had two identities. "And Spider-Man?"

"Yeah?"

"Could we have your autograph?"

* * *

Note: The line, "And when I woke up this morning, I thought it was gonna be a slow day," was originally spoken by a character on the new He-Man and the Masters of the Universe cartoon (coughTrapjawcough). The line, "that train has sailed," is paraphrased from the first Austin Powers movie.

If you didn't figure it out, the band is The Holograms and the lady with the red star earrings is... Jem! "Showtime" is part of the phrase Jem uses to activate holograms: "It's showtime, Synergy!" (Synergy being the computer behind it all). Synergy's tricks got Jem and friends out of many a bad situation. Jem and The Holograms are rightfully owned by Hasbro, which apparently has forgotten that it even has such a delightful property.

So now you know - it was really a three-universe crossover. And knowing is half the battle! :)


	6. 6

A day and several aspirins later, Peter sat in JJ's office and listened to his boss simultaneously dismiss both his photography skills and Spider-Man and Psycho's fight.

"The world's just going to hell," JJ was saying, flipping through Peter's photos. "These freaks always have to fight it out now. Whatever happened to therapy? All that touchy-feely crap. This is New York - there're enough damn therapists here to fix anybody!"

"Maybe some of them just want to fight," Peter offered. He felt safe in doing so because JJ had already given him his money, and because that morning's edition of the Daily Bugle - featuring a dramatic Spidey-vs-Psycho photo - had sold out five printings. "Maybe Psycho had it out for Spider-Man."

JJ fixed him with a narrow-eyed stare. "Maybe your precious Spider-Man staged the whole thing, huh? Ever think of that? And what the hell is wrong with you, Parker? I send you out on a routine assignment and it turns into the biggest mess since that Goblin wacko blew up the Bugle."

Peter ignored the slur against Spidey's character and focused on finding a way to half-lie his way out of trouble. "I - uh, I'm just lucky, sir."

And he was. Very lucky. Not only had he survived, but he'd learned a valuable, if bitter, lesson regarding one of his friends. He'd also managed to procure a ticket and a backstage pass from the grateful band, for their upcoming comeback tour. Peter had promptly given both items to MJ. That had taken some courage-gathering, and no little amount of rationalizing, but finally he argued successfully with himself that friends could give friends stuff like that.

MJ, as it turned out, was ecstatic, because the band was one of her favorites from way-back-when and the tickets had been sold out for weeks.

Very lucky.

"Don't make it a habit," JJ barked, jolting Peter out of his happy thoughts, and lit up a new cigar.

Peter's response was forestalled by the sudden appearance of Robbie, who was probably the best reporter and definitely the nicest guy working at the Bugle, and who was on his way towards at least partially filling that surrogate father gap in Peter's life.

"Jonah," Robbie said, slightly breathless, "just heard it on the police band - Psycho's escaped custody."

"Escaped?" JJ demanded, cigar bobbing and spraying a fine coat of ash all over the papers on his desk.

"But I thought the feds got him," Peter said, twisting around in his chair to stare at Robbie in undisguised dismay. When he'd turned in his photos late last night (for once, he'd skipped developing them himself and took them to a one-hour processing place instead), Psycho had been on his way to a maximum-security military installation. Apparently, he'd been a terrorist-for-hire before becoming an assassin-for-hire. Had to admire that career versatility.

Robbie shrugged, spreading his hands helplessly. "He broke out."

Wasting no further time, JJ started giving orders for the Bugle's coverage of this scandalous event, and Peter tuned him out. He didn't think Psycho would be back; Harry was most assuredly not going to waste any more money on a failure. Even if they were homicidal, the Osborns never poured good money after bad - and there was the little matter that Psycho had trashed an Oscorp-sponsored event, probably after Harry had explicitly warned him away. After all, Peter had been there, and Harry wouldn't want any harm to come to his friend.

So a re-hire looked unlikely. But maybe Psycho was just revenge-driven and crazy enough to strike up a vendetta on his own.

Peter was not inclined to take chances. He slipped out of the office during one of JJ's longer shouts, made his way to the Bugle's roof, changed into his Spidey suit, and swung off.

Now was a good time to go find out who "Max" was.

END


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